Case 8:20-bk-10437-SC Doc 31 Filed 08/20/20 Entered 08/20/20 … · 2020. 8. 20. · NOTICE Case...

This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2012 F 6004-2.NOTICE.SALE

Sale Date: Time:

Location:

Type of Sale: Public Private Last date to file objections:

Description of property to be sold:

Terms and conditions of sale:

Proposed sale price: _________________________________

Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address

FOR COURT USE ONLY

Individual appearing without attorneyAttorney for:

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - DIVISION

CASE NO.:

CHAPTER:

In re:

NOTICE OF SALE OF ESTATE PROPERTY

Leonard M. Shulman - Bar No. 126349 Jai H. Kim - Bar No. 263011 SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected] [email protected]

Thomas H. Casey, Chapter 7 Trustee

SANTA ANA DIVISION

8:20-bk-10437-SC

State Department Watch Limited, Debtor(s). _____________________________________________ In re 1776 Nation, Inc., Debtor(s). _____________________________________________ In re G.I. America Foundation, Debtor(s).

Jointly Administered with Case Nos.: 8:20-bk-10440-SC and 8:20-bk-10439-SC

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09/30/2020 11:00 am

U.S. Bankruptcy Court, 411 W. Fourth Street, Ctrm. 5C, Santa Ana, CA 92701

09/16/2020

Donor database and donor lists (“Donor Lists”) of State Department Watch Limited, 1776 Nation, Inc., and GI America Foundation, for the following projects: State Department Watch, The Tea Party, Tea Party Campaign, American Minuteman Project, Tea Party Command, Tea Party Guard, GI America, and Keep and Bear Arms. The total number of records is 559,694.

Subject to the Bidding Procedures set forth in the Sale Motion, the Donor Lists will be sold to the Purchaser for $12,500.00, or an amount as increased by successful overbid, pursuant to the terms and conditions set forth in the Donor Lists Purchase Agreement.

See Attached Notice of Sale Motion, Statement of Information and Sale Motion

$12,500.00, subject to overbids

Case 8:20-bk-10437-SC Doc 31 Filed 08/20/20 Entered 08/20/20 13:19:54 DescMain Document Page 1 of 46


December 2012 F 6004-2.NOTICE.SALE

Overbid procedure (if any):

If property is to be sold free and clear of liens or other interests, list date, time and location of hearing:

Contact person for potential bidders (include name, address, telephone, fax and/or email address):

Date:

Initial overbid of $2,000.00, minimum bid increments thereafter shall be $1,000.00

Overbids must be in writing and received by the Trustee and his counsel on or before 9/29/20 and accompanied by a deposit of at least $10,000.00 in certified funds made payable to the Trustee. (See Bidding Procedure in Sale Motion)

Hearing Date/Time: 09/30/2020 at 11:00 a.m. Location: U.S. Bankruptcy Court 411 W. Fourth Street, Ctrm. 5C Santa Ana, CA 92701

Jai H. Kim, Esq. Shulman Bastian Friedman & Bui LLP 100 Spectrum Center Drive, Suite 100 Irvine, CA 92618 Telephone: (949) 340-3400 Email: [email protected]

08/20/2020

Case 8:20-bk-10437-SC Doc 31 Filed 08/20/20 Entered 08/20/20 13:19:54 DescMain Document Page 2 of 46

NOTICE

Case 8:20-bk-10437-SC Doc 31 Filed 08/20/20 Entered 08/20/20 13:19:54 DescMain Document of 46


December 2012 Page 1 F 9013-1.1. NOTICE

1. TO (specify name): _____________________________________________________________________________

2. NOTICE IS HEREBY GIVEN that on the following date and time and in the indicated courtroom, Movant in the above- captioned matter will move this court for an Order granting the relief sought as set forth in the Motion andaccompanying supporting documents served and filed herewith. Said Motion is based upon the grounds set forth inthe attached Motion and accompanying documents.

3. Your rights may be affected. You should read these papers carefully and discuss them with your attorney, if youhave one. (If you do not have an attorney, you may wish to consult one.)

Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address

FOR COURT USE ONLY

Individual appearing without attorneyAttorney for:

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA - DIVISION

CASE NO.:

CHAPTER:

In re:

NOTICE OF MOTION FOR:

(Specify name of Motion)

DATE: TIME: COURTROOM:PLACE:

Debtor(s).

Leonard M. Shulman - Bar No. 126349 Jai H. Kim - Bar No. 236011 SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected] [email protected]

Thomas H. Casey, Chapter 7 Trustee

RIVERSIDE DIVISION

8:20-bk-10437-SC

State Department Watch Limited, Debtor(s). In re 1776 Nation, Inc., Debtor(s). In re G.I. America Foundation,

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CHAPTER 7 TRUSTEE’S MOTION FOR ORDER: 1) APPROVING THE SALE OF ESTATE'S INTEREST IN THE DONOR LISTS OF DEBTORS STATE DEPARTMENT WATCH LIMITED, GI AMERICA FOUNDATION, AND 1776 NATION, INC. PURSUANT TO BANKRUPTCY CODE SECTION 363(b)(1), INCLUDING BREAKUP FEE, SUBJECT TO OVERBIDS, COMBINED WITH NOTICE OF BIDDING PROCEDURES AND REQUEST FOR APPROVAL OF THE BIDDING PROCEDURES UTILIZED, AND 2) GRANTING RELATED RELIEF

09/30/202011:00 am

5CUnited States Bankruptcy Court411 W. Fourth StreetSanta Ana, CA 92701

Honorable Scott C. Clarkson, U.S. Bankruptcy Judge, the Office of the United States Trustee and All Interested Parties



December 2012 Page 2

4. Deadline for Opposition Papers: This Motion is being heard on regular notice pursuant to LBR 9013-1. If you wishto oppose this Motion, you must file a written response with the court and serve a copy of it upon the Movant orMovant’s attorney at the address set forth above no less than fourteen (14) days prior to the above hearing date. Ifyou fail to file a written response to this Motion within such time period, the court may treat such failure as a waiver ofyour right to oppose the Motion and may grant the requested relief.

5. Hearing Date Obtained Pursuant to Judge’s Self-Calendaring Procedure: The undersigned hereby verifies thatthe above hearing date and time were available for this type of Motion according to the judge’s self-calendaringprocedures.

Date:Printed name of law firm

Signature

Printed name of attorney

08/20/2020 Shulman Bastian Friedman & Bui LLP

/s/ Jai H. Kim

Jai H. Kim


STATEMENT


6196-000\1517934.2

Statement of Information in Compliance with LBR 6004-1(c)(3)

LBR 6004-1(c)(3) Requirement

Information

LBR 6004-1(c)(3)(A) Date, Time, and Place of the hearing on the proposed sale:

Hearing Date and Time: September 30, 2020 at 11:00 a.m. Hearing Place: U.S. Bankruptcy Court 411 West Fourth Street, Courtroom 5C Santa Ana, CA 92701

LBR 6004-1(c)(3)(B) Name and address of the proposed buyer:

Eberle Associates, Inc. Attn: Michael Hiban 1420 Spring Hill Road Suite 490 McLean, VA 22102

LBR 6004-1(c)(3)(C) Description of the property to be sold:

Donor database and donor lists (“Donor Lists”) of State Department Watch Limited, 1776 Nation, Inc., and GI America Foundation, for the following projects: State Department Watch, The Tea Party, Tea Party Campaign, American Minuteman Project, Tea Party Command, Tea Party Guard, GI America, and Keep and Bear Arms. The total number of records is 559,694.

LBR 6004-1(c)(3)(D) Terms and conditions of the proposed sale, including the price and all contingencies:

Subject to the Bidding Procedures set forth below, the Donor Lists will be sold to the Purchaser for $12,500, or an amount as increased by successful overbid, pursuant to the terms and conditions set forth in the Donor Lists Purchase Agreement (“Agreement”) attached as Exhibit “1” to the Declaration of Thomas H. Casey annexed to the Sale Motion.

LBR 6004-1(c)(3)(E) Whether the proposed sale is free and clear of liens, claims or interests, or subject to them, and a description of all such liens, claims or interests:

The Purchaser or Successful Bidder, as the case may be, shall take title to the Donor Lists As Is Where Is. Public record searches, including with the search through the respective debtors’ state secretaries of state, did not provide for the existence of security liens.

LBR 6004-1(c)(3)(F) Whether the proposed sale is subject to higher and better bids:

Yes - See the Bidding Procedures set forth in the Sale Motion.

LBR 6004-1(c)(3)(G) Consideration to be received by the Estate, including estimated commissions, fees and other costs of sale:

The Estate is expected to receive at least $12,500 or an amount as increased by a successful overbid as the Purchase Price. The Estate expects to pay up to $2,798.47 to pay as costs to export and transfer the Donor Lists to the Purchaser.

LBR 6004-1(c)(3)(H) If authorization is sought to pay commission, the identity of the auctioneer, broker, or sales agent and the amount or percentage of the proposed commission to be paid:

There is no broker that will be involved in the sale transaction, and no escrow company will be utilized. It is anticipated that there will be no costs associated with the sale other than regular administrative costs of the Debtor’s Estate.

LBR 6004-1(c)(3)(I) A description of the estimated or possible tax consequences to the Estate, if known, and how any tax liability generated by the sale of the property will be paid:

Although it is anticipated there will not be any capital gains tax consequences, at this time, the Trustee does not know for certain what the capital gains taxes liability will be, if any, generated by the sale. In the event that there is any tax liability generated from the sale of the Donor Lists that is a liability of the Estate, it is anticipated that such taxes will be minimal and will be paid from the proceeds of the sale.

LBR 6004-1(c)(3)(J) Date which objection must be filed and served:

Objections, if any, must be filed and served 14 days prior to the Hearing Date or September 16, 2020.


6196-000\1517934.2

SALE MOTION


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SHULMAN BASTIAN FRIEDMAN & BUI LLP

100 Spectrum Center Drive Suite 600

Irvine, CA 92618

Leonard M. Shulman - Bar No. 126349 Jai H. Kim - Bar No. 263011 SHULMAN BASTIAN FRIEDMAN & BUI LLP 100 Spectrum Center Drive, Suite 600 Irvine, California 92618 Telephone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected]

[email protected] Attorneys for Special Counsel for Thomas H. Casey, Chapter 7 Trustee

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA, SANTA ANA DIVISION

In re State Department Watch Limited,

Debtor. In re 1776 Nation, Inc.,

Debtor.

In re G.I. America Foundation,

Debtor.

Affects All Debtors

Case No. 8:20-bk-10437-SC Jointly Administered with: Case No. 8:20-bk-10440-SC Case No. 8:20-bk-10439-SC Chapter 7 CHAPTER 7 TRUSTEE’S MOTION FOR ORDER: (1) APPROVING THE SALE OF ESTATE’S INTEREST IN THE DONOR LISTS OF DEBTORS STATE DEPARTMENT WATCH LIMITED, GI AMERICA FOUNDATION, AND 1776 NATION, INC. PURSUANT TO BANKRUPTCY CODE SECTION 363(b)(1), INCLUDING BREAKUP FEE, SUBJECT TO OVERBIDS, COMBINED WITH NOTICE OF BIDDING PROCEDURES AND REQUEST FOR APPROVAL OF THE BIDDING PROCEDURES UTILIZED, AND (2) GRANTING RELATED RELIEF; MEMORANDUM OF POINTS AND AUTHORITIES; AND DECLARATION OF THOMAS H. CASEY IN SUPPORT THEREOF Hearing Date: September 30, 2020 Time: 11:00 a.m. Ctrm.: 5C United States Bankruptcy Court 411 W. Fourth Street Santa Ana, CA 92701


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TABLE OF CONTENTS

Page

I. INTRODUCTION ..................................................................................................................1

II. SALE MOTION .....................................................................................................................2

A. Commencement of the Bankruptcy Case and Appointment ......................................2

B. Background Information Regarding the Assets to be Sold ........................................2

C. The Purchase Offer .....................................................................................................3

D. Estimated Net Sale Proceeds ......................................................................................4

1. No Broker or Commission Payment ..............................................................4

2. Costs to Export and Transfer the Donor Lists Database ................................4

E. The Proposed Sale Serves the Best Interest of the Estate and Its Creditors ...............4

III. NOTICE OF BIDDING PROCEDURE ................................................................................5

IV. MEMORANDUM OF POINTS AND AUTHORITIES .......................................................6

A. Court May Authorize a Transaction Outside the Ordinary Course of Business ....................................................................................................................................6

1. Sound Business Judgment ..............................................................................7

2. The Sale Serves the Best Interests of the Estate and Creditors ......................7

B. Accurate and Reasonable Notice ................................................................................8

C. The Sale is Made in Good Faith .................................................................................8

D. The Court Has Authority to Approve the Bidding Procedure ....................................9

E. The Proposed Breakup Fee Should be Approved ......................................................9

F. The Court has Authority to Waive the Ten-Day Stay of Sale ..................................11

G. UCC Lien Search showed No Security Interest Filings by Creditors ......................11

V. CONCLUSION ....................................................................................................................12


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TABLE OF AUTHORITIES

Page

CASES

In re 995 Fifth Avenue Assocs., L.P., 96 B.R. 24 (Bankr. S.D. N.Y. 1989) ................................................................................... 10

In re American Dev. Corp., 95 B.R. 735 (Bankr. C.D. Cal. 1989) .................................................................................... 6

In re Financial News Network, 126 B.R. 152 (D.C., S.D.N.Y. 1991) .................................................................................. 10

In re Hup Industries, Inc., 140 B.R. 191 (Bankr. N.D. Ohio 1992) .............................................................................. 11

In re Integrated Resources, Inc., 147 B.R. 650 (D.C., S.D.N.Y. 1992) .................................................................................. 10

In re Lionel Corp., 722 F.2d 1063 (2d Cir. 1983) ................................................................................................ 6

In re Wilde Horse Enterprises, Inc., 136 B.R. 830 (Bankr. C.D. Cal. 1991) .................................................................................. 8

STATUTES

Bankruptcy Code Section 102(1) ...................................................................................................... 8

Bankruptcy Code Section 105(a) ...................................................................................................... 9

Bankruptcy Code Section 363(b) ...................................................................................................... 6

Bankruptcy Code Section 363(b)(1) ................................................................................................. 9

Bankruptcy Code Section 363(m) ..................................................................................................... 9

Federal Rule of Bankruptcy Procedure 2002 .................................................................................... 8

Federal Rule of Bankruptcy Procedure 2002(c)(1) ........................................................................... 8

Federal Rule of Bankruptcy Procedure 6004(g) ............................................................................. 11

Federal Rules of Bankruptcy Procedure 6004 ................................................................................... 8


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TO THE HONORABLE SCOTT C. CLARKSON, UNITED STATES

BANKRUPTCY JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE AND ALL

INTERESTED PARTIES:

Thomas H. Casey, the duly appointed, qualified and acting Chapter 7 trustee (“Trustee”) for

the bankruptcy estate (“Estate”) of the debtors State Department Watch Limited, a Virginia

corporation, G.I. America Foundation, a California corporation, and 1776 Nation, Inc., a Delaware

corporation (together “Debtors”), hereby brings this Motion for an Order: (1) Approving the Sale of

Estate’s interest in the Donor Lists of Debtors State Department Watch Limited, G.I. America

Foundation, and 1776 Nation, Inc., pursuant to bankruptcy code section 363(b)(1), including

breakup fee, subject to overbids, combined with notice of bidding procedures and request for

approval of the bidding procedures utilized, and (2) Granting Related Relief (“Sale Motion”) as

follows:

I. INTRODUCTION

The Trustee has received an offer from Eberle Associates, Inc., a Virginia corporation

(hereafter “Purchaser”) to purchase the Donor Lists from the Debtors. A true and correct copy of

the proposed Donor Lists Purchase Agreement (“Agreement”) is attached to the Declaration of

Thomas H. Casey (“Casey Declaration”) as Exhibit 1.

Through the Sale Motion, the Trustee seeks the Court’s approval of the following: (1) the

Court’s approval of the sale of the Donor Lists (defined below) to the Purchaser for a consideration

of Twelve Thousand Five Hundred Dollars ($12,500.00) as outlined in the Agreement; and (2)

execution and delivery of Bill of Sale and Assignment to close the transaction contemplated in the

Agreement.

Through the sale of the Donor Lists, the generated funds may allow for payment of a

distribution to unsecured creditors. If the Sale Motion is not approved, the value of the Donor Lists

may never be realized and the opportunity to increase the distribution to the unsecured creditors will

be lost. As such, through this Sale Motion, the Trustee will preserve a benefit for creditors which

will be lost if the Sale Motion is not granted. Good cause exists to grant the Sale Motion so that the

Trustee does not lose this favorable business opportunity.


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II. SALE MOTION

A. Commencement of the Bankruptcy Case and Appointment

The Debtors filed their respective voluntary petitions under Chapter 7 of the Bankruptcy

Code on February 7, 2020, in the Central District of California, Santa Ana Division, as follows: In

re State Department Watch Limited (Case No. 8:20-bk-10437-SC), In re 1776 Nation, Inc (Case

No. 8:20-bk-10440-SC), and In re G.I. America Foundation (Case No. 8:20-bk-10439-SC). Thomas

H. Casey is the duly appointed, qualified, and acting Chapter 7 Trustee of the Debtors’ Estate.

On July 14, 2020, the Court entered the order granting the Trustee’s Motion to Approve Joint

Administration of Cases with the lead case being In re State Department Watch Limited (Case No.

8:20-bk-10437-SC).

B. Background Information Regarding the Assets to be Sold

Debtors are not for profit organizations to bring about social awareness and changes to the

public. Like most not for profit organizations, the Debtors reached out to their constituents through

direct mailing operations. These operations were carried out under various project names such as

State Department Watch, Tea Party, Tea Party Command, Tea Party Campaign, Tea Party Guard,

American Minuteman Project, G.I. America and Keep and Bear Arms.

The Debtors developed and maintained the constituent database and donor lists for each

project, which was managed by a third party database management company (hereafter “Donor

Lists”). As the Donor Lists grew in size, the Debtors rented and leased the Donor Lists to other not

for profit organizations. Such efforts were carried out through list brokers Omega List Company

(an affiliate of the Purchaser), and McDannald Marketing Inc.

William J. McCarthy & Associates, Inc., a marketing firm, coordinated the Debtors’ direct

mailing operations. Arico Systems Ltd (“Arico Systems”) maintained the Donor Lists database.

The Donor Lists database is currently stored with Arico System and the database consists of 559,694

donor contribution records. When the direct mailers results in a donation, Arico Systems updates

the Donor Lists with the name of the donor, the date of the donation, and the amount of the donation.

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The last maintenance of Donor Lists occurred during late 2019. It is well known in the

industry that the older the records, the less reliable and less valuable they become. Based on the

discussion with various vendors and potential purchasers, it became apparent that the value of the

Donor Lists will continue to decline if not utilized and maintained.

The Purchaser, an affiliate of database broker Omega List Company, expressed an interest

in purchasing the Donor Lists from the Estate. Based on the Trustee’s review of the information

and documentation provided to him, discussions with vendors, Arico Systems, and other prospective

purchasers, the Trustee believes that it is crucial to sell the Donor Lists as soon as possible. Further

delay of sale will result in the continued loss of the Donor Lists’ intrinsic value and marketability

due to lack of maintenance and utilization.

C. The Purchase Offer

The Trustee has received an offer from the Purchaser to purchase the Donor Lists for the

lump sum of Twelve Thousand Five Hundred Dollars ($12,500.00). The Trustee advised the

Debtors of these terms, and the Debtors believe that the proposed sale is in the best interest of the

Estate.

The key terms of the sale are as following (in the following summary, the Trustee is referred

to as “Seller”):

Purchase Price. The purchase price shall be Twelve Thousand Five Hundred Dollars

($12,500.00), or an amount as increased by a successful overbid to be paid by the Purchaser

(provided Purchaser is the successful bidder) (“Purchase Price”). Purchaser shall deposit the full

Purchase Price of Twelve Thousand Five Hundred Dollars ($12,500.00) with the Trustee within

three (3) business days of the mutual execution and delivery of this Agreement.

Closing. The closing of the purchase and sale of the Donor Lists shall take

electronically. The closing shall be held within ten (10) business days after the Bankruptcy Court

enters an order approving the sale of the Donor Lists unless otherwise approved by the Trustee.

All other terms are set forth in more detail in Exhibit 1 to the Casey Declaration.

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D. Estimated Net Sale Proceeds

The Trustee anticipates generating net sale proceeds of no less than Nine Thousand Seven

Hundred One Dollars and Fifty-Three Cents ($9,701.53) from the sale. If the purchaser can directly

download the database, then the net sale proceeds will be Twelve Thousand Five Hundred Dollars

($12,500.00).

1. No Broker or Commission Payment

There is no broker or other commission to be paid through the sale. Special counsel for the

Trustee had discussions with several potential brokers that may have been interested in marketing

the Donor Lists on behalf of the Estate. The discussions, however, did not prove to be fruitful.

Deduction of broker commission fees from the proceeds of the sale would result in a less than

favorable return for the Estate. Accordingly, after having one week of discussions with a potential

broker, the Trustee concluded the further search for a broker and directly began to solicit bids from

prospective purchasers.

2. Costs to Export and Transfer the Donor Lists Database

The Donor Lists are currently stored with Arico Systems in their proprietary format. Special

counsel for the Trustee requested a cost estimate from Arico Systems to export the Donor Lists and

the ancillary records to a portable format upon the closing of the proposed sale. Arico Systems

advised that the costs will be no more than Two Thousand Seven Hundred Ninety-Eight Dollars and

Forty-Seven Cents ($2,798.47). Arico Systems further advised that if the purchaser of the Donor

Lists is able to connect directly with Arico Systems via FTP protocol and download the data, then

there may be little to no cost involved to the Estate.

E. The Proposed Sale Serves the Best Interest of the Estate and Its Creditors

For the reasons set forth above and in the Casey Declaration, the Trustee believes that the

proposed Purchase Price to be paid to the Estate is fair, and the sale serves the best interest of the

Estate and its creditors based on the following:

Through the sale of the Donor Lists, the Trustee anticipates generating funds that

may allow for payment of a distribution to unsecured creditors;

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If the Sale Motion is not approved, then the Trustee may abandon the Donor Lists as

a valueless asset; and

Based on discussions with other potential purchasers and a prospective broker, the

Trustee believes that no other parties have an interest or would pay more than offered by Purchaser.

III. NOTICE OF BIDDING PROCEDURE

The Trustee has determined that it would benefit the Estate to permit all interested parties to

receive information and bid for the Donor Lists instead of selling the Donor Lists to the Purchaser

on an exclusive basis. Accordingly, to obtain the highest and best offer for the benefit of the

creditors of this Estate, the Trustee also seeks Court approval of the following bidding procedures

(“Bidding Procedures”):

(a) The potential overbidders must bid an initial amount of at least Two Thousand Dollars ($2,000) over the purchase price offered by Purchaser for the Donor Lists. Minimum bid increments thereafter shall be One Thousand Dollars ($1,000.00).

(b) Overbids must be in writing and be received by the Trustee and Purchaser by no later than one (1) day prior to the hearing on the sale motion by the Trustee to the Bankruptcy Court for approval of the Agreement and sale of the Donor Lists (“Sale Motion”).

(c) Overbids must be accompanied by a deposit (“Overbidder Deposit”) in the form of certified funds in the amount of at least Ten Thousand Dollars ($10,000.00) payable to Trustee as follows: a certified check or cashier’s check made out to “Thomas H. Casey, Chapter 7 Trustee” with a reference to “Overbid Deposit - In re State Department Watch Limited” on the check and forwarded to the below address with tracking:

The Law Office of Thomas H. Casey, Inc. Attn: Kathy Driggers 22342 Avenida Empresa, Suite 245 Rancho Santa Margarita, CA 92688

(d) The overbidder must also provide evidence of having sufficient specifically committed funds to complete the Transaction for the bid amount and such other documentation relevant to the bidder’s ability to qualify as the purchaser of the Donor Lists and ability to close the sale and immediately and unconditionally pay the winning bid purchase price at Closing.

(e) The overbidder must seek to acquire the Donor Lists on terms and conditions not less favorable to the Estate than the terms and conditions to which the Purchaser has agreed to purchase the Donor Lists, including but not limited to, waiver of any and all due diligence and other contingencies such that all bidders shall become non-contingent as provided in this Agreement and closing on the sale of the Donor Lists in the same time parameters as the Purchaser. For the purposes of bidding, all-cash consideration shall be favored by the Trustee.

(f) For the Purchaser, the Breakup Fee shall be taken into account in the bidding process, such that if the bid is Twenty Thousand Dollars ($20,000.00), the Purchaser may bid Nineteen Thousand Dollars ($19,000.00) cash plus the value of the Breakup Fee (as defined in Section 4.2 herein) to match the Twenty Thousand Dollars ($20,000.00) bid.


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(g) If overbids are received, the final bidding round for the Donor Lists shall be held at the hearing on the Sale Motion in order to allow all potential bidders the opportunity to overbid and purchase the Donor Lists. At the final bidding round to be conducted before the Bankruptcy Court, the Trustee will seek entry of an order, inter alia, authorizing and approving the sale of the Donor Lists to the bidder who the Trustee, in the exercise of his business judgment, may determine to have made the highest and best offer to purchase the Donor Lists, consistent with the Bidding Procedures (“Successful Bidder”). The hearing on the Sale Motion may be adjourned or rescheduled without notice other than by an announcement of the adjourned date at the hearing on the Sale Motion. Seller shall provide the Purchaser with any and all notices regarding the hearing on Sale Motion, including any adjournments, rescheduling, or continuances that may be granted.

The Bidding Procedures will also be outlined in the Notice of the Sale Motion. The Bidding

Procedures will be provided to all creditors and any potential bidders or parties who have shown an

interest in the Donor Lists. Also, a Notice of Sale of Estate Property will be filed with the Court for

posting on the Court’s website under the link “Current Notices of Sales”, thereby giving notice to

additional potential interested parties. Based on the foregoing, the Trustee believes that under the

circumstances of this case, the Donor Lists will have been appropriately marketed for overbidding.

IV. MEMORANDUM OF POINTS AND AUTHORITIES

A. Court May Authorize a Transaction Outside the Ordinary Course of Business

The transactions proposed herein are possibly outside the ordinary course of the Debtors’

business. As such, the Trustee has brought the Motion to obtain authority to perform the acts

described herein. 11 U.S.C. §363(b) provides in pertinent part:

The trustee, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate . . .

In determining whether to approve a transaction outside the ordinary course of business, the

court must find that there is a good business reason to grant the movant’s request. See, In re Lionel

Corp., 722 F.2d 1063 (2d Cir. 1983). Several factors may aid the court in making this determination,

including: (1) whether the business judgment test is met by demonstrating a good and sound business

reasons for the proposed transaction; (2) whether the proposed transaction is in the best interests of

creditors; (3) whether the proposed transaction is premature; and (4) whether the debtor has other

options available. In re American Dev. Corp., 95 B.R. 735 (Bankr. C.D. Cal. 1989) (setting forth

said factors in a Chapter 11 context, and adding a further factor of whether the proposed transaction

will facilitate the plan of reorganization).

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The Trustee believes that the proposed transaction is fair, there a good business reason for

the transactions proposed herein, and they will serve the best interest of the Estate and its creditors

based on the following:

1. Sound Business Judgment

Here, the facts surrounding the sale support the Trustee’s business decision that the proposed

sale is in the best interests of the Estate and its creditors. The Debtors’ main business is to bring

about awareness and changes to the public in line with their political and social causes. To fund

their operations, the Debtors utilized the Donor Lists to reach out to the respective constituents and

their donor base. Since late 2019, the Donor Lists have not been maintained, and direct mailing

operations stopped since the Petition Date. It is not practical for the Trustee to spend Estate’s funds

to maintain the Donor Lists and continue with direct mailing operations. The value of the Donor

Lists continues to decline as it ages further. As such, through this Sale Motion, the Trustee will

preserve for the benefit of creditors the fair market value of the Donor Lists, which will be lost if

the Sale Motion is not granted.

2. The Sale Serves the Best Interests of the Estate and Creditors

The Trustee believes that it would be in the best interests of the Estate and its creditors to

sell the Donor Lists as set forth above. If the Sale Motion is not approved, the Donor Lists are likely

to be abandoned and revert to the respective Debtors, ultimately being distributed to another

nonprofit organization. If the Sale Motion is approved, funds will be generated to pay claims to

unsecured creditors. The Trustee does not know of any benefits that may arise by delaying the sale

as the Estate will not receive any benefit from holding onto the Donor Lists. As such, through this

Sale Motion, the Trustee will preserve a benefit for creditors, which will be lost if the Sale Motion

is not granted.

Thus, the Trustee has made a business decision that it is in the best interests of the creditors

of the respective Estate that this Sale Motion is approved.

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B. Accurate and Reasonable Notice

It is expected that notice of this Sale Motion will satisfy the requirements for accurate and

reasonable notice and will be appropriate under the circumstances of this case.

The notice requirements for sales outside the ordinary course are set forth in Federal Rules

of Bankruptcy Procedure Rules 6004 and 2002. The notice must include the time and place of any

public sale, the terms and conditions of any private sale, the time fixed for filing on objections, and

a general description of the property. Fed. R. Bankr. P. 2002(c)(1).

In compliance with Fed. R. Bankr. P. 2002 and Bankruptcy Code Section 102(1), the Trustee

shall provide notice of the proposed sales to all creditors. Notice of this Sale Motion will be served

on all creditors and will include a summary of the terms and conditions of the proposed sale, the

time fixed for filing objections, and a general description of the assets. The Trustee submits that the

notice requirements will have been satisfied, thereby allowing creditors and parties in interest an

opportunity to object to the sale. Hence, no further notice should be necessary.

C. The Sale is Made in Good Faith

The proposed sale is made in good faith and was negotiated on an “arms-length” basis.

The court in In re Wilde Horse Enterprises, Inc., 136 B.R. 830 (Bankr. C.D. Cal. 1991) set

forth the factors in considering whether a transaction is in good faith. The court stated:

“Good faith” encompasses fair value, and further speaks to the integrity of the transaction. Typical ‘bad faith’ or misconduct, would include collusion between the seller and buyer, or any attempt to take unfair advantage of other potential purchasers. . . . And, with respect to making such determinations, the court and creditors must be provided with sufficient information to allow them to take a position on the proposed sale. (citations omitted) Id. at 842.

In the present case, the negotiation of the proposed sale was an arms-length transaction. The

negotiations with the Purchaser resulted in an initial offer to purchase the Donor Lists at Ten

Thousand Dollars ($10,000) and the increased offer of Twelve Thousand Five Hundred Dollars

($12,500). As set forth in the Notice of the Sale Motion, the creditors will have been provided with

sufficient notice of the sale. In addition, through the Bidding Procedures, prospective purchasers

will have an opportunity to submit their bids, thereby increasing the net sale proceeds to the Estate.


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Accordingly, the sale is in good faith and should be approved. The Trustee requests such a finding

pursuant to Bankruptcy Code Section 363(m).

D. The Court Has Authority to Approve the Bidding Procedure

Implementation of the Bidding Procedures is an action outside of the ordinary course of the

business. Bankruptcy Code Section 363(b)(1) provides that a trustee “after notice and hearing, may

use, sell or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C. §

363(b)(1). Furthermore, under Bankruptcy Code Section 105(a), “[t]he court may issue any order,

process, or judgment that is necessary or appropriate to carry out the provisions of this title.” 11

U.S.C. § 105(a).

The most important benefit of the Bidding Procedures to the Estate is that their

implementation will enable the consummation of the proposed sale. Implementation of the Bidding

Procedures is an essential component of consummating the sale of the Donor Lists and maximizing

the value of the Donor Lists for the Estate and creditors. The Bidding Procedures proposed by the

Trustee are fair and provide for a “level playing field” for all prospective bidders with respect to the

Membership Interest.

Thus, pursuant to Bankruptcy Code sections 363(b)(1) and 105(a), this Court may approve

the Bidding Procedures, which will assist the Trustee in obtaining the best possible price on the best

possible terms for the Donor Lists.

E. The Proposed Breakup Fee Should be Approved

As a part of the proposed Agreement with the Purchaser, if any Party terminates the

Agreement pursuant to Section 4.1 of the Agreement, then:

“(a) this Agreement shall be of no further force or effect and no Party shall have any liability to any other party hereunder; (b) nothing herein shall relieve any Party hereto from any liability resulting from any breach of this Agreement prior to such termination; (c) a termination of this Agreement solely for failure of Purchaser to meet the closing conditions set forth in this Agreement for any reason shall result in a forfeiture by Purchaser of Purchase Price; and (d) a termination of this Agreement because the Bankruptcy Court enters an order approving an offer to purchase the Donor Lists submitted by a party other than Purchaser shall require that Seller pay to Purchaser an amount equal to One Thousand Dollars ($1,000.00) (“Breakup Fee”), no later than thirty (30) days after the closing of the sale of the Donor Lists to a third party. The Breakup Fee will be


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paid by wire transfer of immediately available funds or by a certified check to such account as shall have been designated by Purchaser, it being understood that such amount is intended to defray Purchaser’s transaction expenses in the event of such termination. Notwithstanding anything elsewhere provided in this Agreement, a termination of this Agreement for the Seller’s failure to satisfy any of the Conditions to the Obligations of Purchaser set forth in Section 7 hereof for any reason shall result in a return to Purchaser of Purchase Price and the termination of this Agreement without additional liability to either Party (and Seller shall not be obligated to pay to Purchaser the Breakup Fee).”

As stated by the court in In re Financial News Network, 126 B.R. 152 (D.C., S.D.N.Y. 1991)

at 154, “A break-up fee is an incentive payment to an unsuccessful bidder who placed the estate

property in a sales configuration mode . . . to attract other bidders to the auction.” In addition, as

stated by the District Court in In re Integrated Resources, Inc., 147 B.R. 650, at 659-660 (D.C.,

S.D.N.Y. 1992).

Break-up fees are important tools to encourage bidding and to maximize the value of the debtor’s assets. The usual rule is that if break-up fees encourage bidding, they are enforceable; if they stifle bidding they are not enforceable. In fact, because the directors of a corporation have a duty to encourage bidding, break-up fees can be necessary to discharge the director’s duties to maximize value. (citing C.R.T.F. Corp. v. Federated Department Stores, Inc., 683 F.Supp. 422, 441 (S.D. N.Y. 1988)).

Moreover, as stated in In re 995 Fifth Avenue Assocs., L.P., 96 B.R. 24, 29 (Bankr. S.D.

N.Y. 1989):

Outside bankruptcy, the business judgment rule normally applies to the board’s use of a defensive strategy, such as a break-up fee. . . In assessing the incentive effect of the break-up fee, a court should determine whether the dollar amount of the fee is so substantial that it has a chilling affect on other prospective bidders. In making this determination, the court should consider whether the proposed acquiror attracted other bidders or simply received a potential windfall. Break-up fees and other strategies may be legitimately necessary to convince a white knight to enter the bidding by providing some form of compensation for the risks it is undertaking . . . A break-up fee should constitute a fair and reasonable percentage of the proposed purchase price, and should be reasonably related to the risk, effort, and expenses of the prospective purchaser. When reasonable in relation to the bidder’s efforts and to the magnitude of the transaction, break-up fees are generally permissible.

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In this case, the Trustee readily acknowledges that a significant amount of time, effort, and

expense will have been incurred by the Purchaser in performing its due diligence and negotiating

the terms of the sale. The Breakup Fee represents approximately eight percent (8%) of the Purchase

Price. It is designed to compensate the Purchaser for the risks it is undertaking in the transaction,

including the attorneys’ fees and costs incurred by the Purchaser in negotiating the purchase of

Donor Lists, reviewing the moving papers and any opposition thereto, and appearing at any hearing

on this Sale Motion. More importantly, the Breakup Fee is only payable if there is a successful

overbid.

The Court should note that the Breakup Fee is only payable if the sale is terminated pursuant

to the terms of the Agreement and the Purchaser is not the Successful Bidder, thereby distinguishing

these facts from those presented in In re Hup Industries, Inc., 140 B.R. 191 (Bankr. N.D. Ohio

1992), wherein the court did not approve the break-up fee arrangement when the party proposed to

receive the break-up fee was to receive the same regardless of the outcome of the proposed sale in

the event overbidding took place. Thus, the Trustee requests the Court approve the Breakup Fee

proposed to be paid to the Purchaser in the event the sale closes and the Purchaser is not the

purchaser.

F. The Court has Authority to Waive the Ten-Day Stay of Sale

Federal Rule of Bankruptcy Procedure 6004(h) provides that “[a]n order authorizing the use,

sale, or lease of property other than cash collateral is stayed until the expiration of 14 days after

entry of the order, unless the court orders otherwise.”

The Trustee desires to close the sale as soon as practicable after entry of an order approving

the sale. Accordingly, the Trustee requests that the Court in the discretion provided it under Federal

Rule of Bankruptcy Procedure 6004(h), waive the fourteen-day stay of the order approving the sale

of the Membership Interest as proposed herein.

G. UCC Lien Search showed No Security Interest Filings by Creditors

UCC lien search results of the Debtor 1776 Nation, Inc. did not indicate any filing of liens

or financing statements as of July 7, 2020, and a certificate issued by the Delaware Secretary of

State representing the same was obtained.


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UCC lien search results of the Debtor G.I. America Foundation did not indicate any filing

of liens or financing statements as of July 15, 2020, and a certificate issued by the California

Secretary of State representing the same was obtained.

UCC lien search results of the Debtor State Department Watch Limited did not indicate any

filing of liens or financing statements as of July 15, 2020, and a certificate issued by the Virginia

State Corporation Commission representing the same was obtained.

SmartLinx® Comprehensive Business Reports on each Debtor did not reveal any interests,

liens or encumbrances filed against the Debtors.

The Trustee performed due diligence sufficient to confirm that no party or entity has an

interest in or lien on the Donor Lists.

V. CONCLUSION

THEREFORE, based upon the foregoing, the Trustee respectfully submits that good cause

exists for granting the Sale Motion and requests that the Court enters an order as follows:

1. Approving the Bidding Procedures.

2. Approving the proposed Breakup Fee.

3. Authorizing the Trustee to sell the Donor Lists to the Purchaser pursuant to the terms

and conditions as set forth in the respective Agreement attached as Exhibit 1 to the Casey

Declaration and to comply in all respects with the terms of the Agreement.

4. Authorizing the Trustee to sign in his capacity as trustee any and all documents

convenient and necessary in pursuit of the sale as set forth above, including but not limited to, Bill

of Sale and Assignment Agreement and any other documents as contemplated in the Agreement

attached as Exhibit 1 to the Casey Declaration.

5. Authorizing the Trustee to pay Arico Systems an amount not to exceed Two

Thousand Seven Hundred Ninety-Eight Dollars and Forty-Seven Cents ($2,798.47) as allowed

Chapter 7 administrative claim upon Closing of the Donor Lists as determined by the Trustee.

6. Finding that the Trustee holds good and marketable title to the Donor Lists.

7. Finding that the Purchase Price constitutes fair value for the Donor Lists.

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8. Finding that notice of the transactions contemplated hereby and of the terms of the

Agreement was good and sufficient and was provided timely to all creditors and parties in interest,

including, without limitation, any and all creditors holding liens or encumbrances on the Donor

Lists.

9. Finding that the transactions contemplated by the Agreement were negotiated at

arm’s length, that Purchaser acted in good faith in all respects, and that Purchaser is entitled to the

protections of Section 363(m) of the Bankruptcy Code.

10. Finding that the sale of the Donor Lists to Purchaser and the transfer of the Donor

Lists to Purchaser shall be free of any sale, stamp or transfer taxes, or to the extent any such taxes

are payable.

11. Waiving the fourteen-day stay of order provided in Federal Rule of Bankruptcy

Procedure 6004(h).

12. And for such other and further relief as is just and proper.

Respectfully submitted, SHULMAN BASTIAN FRIEDMAN & BUI LLP

DATED: August 20, 2020 By: /s/ Jai H. Kim Leonard M. Shulman

Jai H. Kim Special Counsel for Thomas H. Casey, Chapter 7 Trustee


DECLARATION


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DECLARATION OF THOMAS H. CASEY

I, Thomas H. Casey, declare as follows:

1. I am the Chapter 7 Trustee for the bankruptcy estates (“Estate”) of the debtors State

Department Watch Limited, a Virginia corporation, G.I. America Foundation, a California

corporation, and 1776 Nation, Inc., a Delaware corporation (together “Debtors”).

2. I have personal knowledge of the facts set forth herein, except as to those stated on

information and belief and, as to those, I am informed and believe them to be true. If called as a

witness, I could and would competently testify to the matters stated herein.

3. I make this declaration in support of Notice of Chapter 7 Trustee’s Motion and

Motion for Order (1) Approving the Sale of Estate’s interest in the Donor Lists of Debtors State

Department Watch Limited, G.I. America Foundation, and 1776 Nation, Inc. pursuant to bankruptcy

code section 363(b)(1), including breakup fee, subject to overbids, combined with the notice of

bidding procedures and request for approval of the bidding procedures utilized, and (2) Granting

Related Relief (“Sale Motion”).

4. The Debtors filed their respective voluntary petitions under Chapter 7 of the

Bankruptcy Code on February 7, 2020, in the Central District of California, Santa Ana Division, as

follows: In re State Department Watch Limited (Case No. 8:20-bk-10437-SC), In re 1776 Nation,

Inc (Case No. 8:20-bk-10440-SC), and In re G.I. America Foundation (Case No. 8:20-bk-10439-

SC). I was appointed as the Chapter 7 trustee for all three cases.

5. On July 14, 2020, this Court entered the order granting the Trustee’s Motion to

Approve Joint Administration of Cases with the lead case being In re State Department Watch

Limited (Case No. 8:20-bk-10437-SC).

6. It is my understanding that the Debtors are not for profit organizations with the goal

of bringing about social awareness and changes to the public. Debtors conducted their business

under various project names such as State Department Watch, Tea Party, Tea Party Command, Tea

Party Campaign, Tea Party Guard, American Minuteman Project, G.I. America and Keep and Bear

Arms.

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7. Debtors also developed and maintained through a third party certain donor database

and lists (“Donor Lists”). The Debtors also rented and leased the Donor Lists to other not for profit

organizations.

8. Based on the information and belief, it is my understanding that the management of

Debtors’ direct mailing operations was coordinated through Debtors’ creditor William J. McCarthy

& Associates, Inc.

9. Based on the information and belief, it is my understanding that Arico System Ltd

(“Arico Systems”) stored and maintained the Donor Lists database for the Debtors. Currently, the

Donor Lists database is stored with Arico Systems and it consists of 559,694 donor contribution

histories and records.

10. The Purchaser, an affiliate of database broker Omega List Company, expressed an

interest in purchase the Donor Lists from the Estate. Based on my review of the information and

documentation gathered by my special counsel, which consists of the document from the Debtors,

discussions with vendors in the business of direct mailing operations, discussion with Arico

Systems, and other prospective purchasers, I believe it is crucial to sell the Donor Lists as soon as

possible.

11. To sell the Donor Lists at the highest price possible, I directed my special counsel to

seek out potential brokers to sell the Donor Lists. Special counsel has informed me that he discussed

with several prospective broker candidates via email and via telephone. The discussions, however,

did not prove to be fruitful because the brokers were wary of the age of the Donor Lists, the current

status of the maintenance, and the requested broker commission. After having one week of

discussions with a prospective broker candidate, I authorized my special counsel to conclude the

search for a broker and directly solicit offers from prospective purchasers.

12. Through his efforts, the Estate was able to procure an initial bid of Ten Thousand

Dollars ($10,000) from a prospective purchaser. Upon further negotiation, the final bid of Twelve

Thousand Dollars ($12,500) was received from the Purchaser, Eberle Associates, Inc.

13. I, through the special counsel, advised the Debtors of these terms, and the Debtors

believe that the proposed sale is in the best interest of the Estate. The key terms of the sale are as


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follows: (a) the total purchase price shall be Twelve Thousand Five Hundred Dollars ($12,500.00),

or an amount as increased by a successful overbid to be paid by the Purchaser (provided Purchaser

is the successful bidder); and (b) the closing of the purchase and sale of the Donor Lists shall take

electronically. The closing will be held within ten (10) business days after the Bankruptcy Court

enters an order approving the sale of the Donor Lists. A true and correct copy of the executed Donor

Lists Purchase Agreement is attached hereto as Exhibit 1.

14. On July 15, 2020, the special counsel conducted a UCC lien search on the Debtor

1776 Nation, Inc. There were no liens or financing statements found as of July 7, 2020, and he

obtained the certificate from the Delaware Secretary of State representing the same.


G.I. America Foundation. There were no liens or financing statements found as of July 15, 2020,

and obtained the certificate from the California Secretary of State representing the same.


State Department Watch Limited. There were no liens or financing statements found as of July 15,

2020, and obtained the certificate from the Virginia State Corporation Commission representing the

same.

17. Special counsel obtained SmartLinx® Comprehensive Business Report dated July

16, 2020 on each Debtor and the reports did not reveal any interests, liens or encumbrances filed

against the Debtors.

18. There is no broker or other commission to be paid through the sale. Through the

proposed sale, I anticipate generating net sale proceeds of no less than Nine Thousand Seven

Hundred One Dollars and Fifty-Three Cents ($9,701.53) that will be available for the Estate.

19. I believe that the proposed Purchase Price to be paid to the Estate is fair. The sale

serves the best interest of the Estate and its creditors as follows: (a) through the sale of the Donor

Lists I anticipate generating funds that may allow for payment of a distribution to unsecured

creditors; (b) if the Sale Motion is not approved, then I may abandon the Donor Lists as a valueless

asset and then revert to the Debtor; and (c) to the extent my special counsel was able to procure bids


from prospective purchasers, no other parties have an interest or would pay more than offered by

2 Purchaser.

3 I declare under penalty of perjury under the laws of the United States of America that the

4 foregoing is true and correct.

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Executed on August __7_, 2020 at Rancho Sa ,

Thomas H. Casey Chapter 7 Trustee for the y estate of State Department Watch Limited, a Virginia corporation, G.I. America Foundation, a California corporation, and 1776 Nation, Inc., a Delaware corporation.

SIIUU,1A� DASTIA� FRIED�!,\:,; k DUI I I.I'

100 Sp«trum Ccn1cr Dm-c Sw,� 600

Irvine, CA 9261& 6196-000\1524923.1 17


EXHIBIT 1


6196-000\1517925.4 1

DONOR LISTS PURCHASE AGREEMENT

This DONOR LISTS PURCHASE AGREEMENT (“Agreement”) is made as of August 6, 2020 (“Effective Date”), by and between Thomas H. Casey, solely in his capacity as the Chapter 7 Trustee (“Trustee” or “Seller”) for the bankruptcy estates (together “Estate”) of State Department Watch Limited, 1776 Nation, Inc. and GI America Foundation (together “Debtors”), on the one hand, and Eberle Associates, Inc., a Virginia corporation (“Purchaser”), on the other hand. The parties to this Agreement may sometimes be referred to individually as “Party” or collectively as the “Parties.”

RECITALS

A. Debtors are not for profit organizations with the goal of bringing about social awarenessand changes to the public. Debtors achieved their efforts through various project names,including State Department Watch, Tea Party, Tea Party Command, Tea Party Campaign,Tea Party Guard, American Minuteman Project, GI America, and Keep and Bear Arms.Concurrently, the Debtors also developed and maintained through a third party certaindonor database and lists which consists of donor name, address, and contribution historyand other information traditionally maintained by not for profit organizations (“DonorLists”). The lists making up the Donor Lists are attached hereto as Exhibit A.

B. On February 7, 2020 (“Petition Date”) the Debtors filed their respective voluntary chapter7 bankruptcy petition in the United States Bankruptcy Court, Central District of California,Santa Ana Division (“Bankruptcy Court”) as follows: In re State Department WatchLimited (Case No. 8:20-bk-10437-SC), In re 1776 Nation, Inc (Case No. 8:20-bk-10440-SC), and In re GI America Foundation (Case No. 8:20-bk-10439-SC).

C. The Trustee is the duly appointed, qualified and acting Chapter 7 Trustee for the Debtor’sEstate and is authorized to administer the assets of the Estate.

D. On July 14, 2020, the Bankruptcy Court entered an Order Granting Motion to ApproveJoint Administration of Cases with the lead case being In re Statement Department WatchLimited (Case No. 8:20-bk-10437-SC).

E. Seller, solely in his capacity as the Chapter 7 Trustee for the Debtors’ Estate, desires to sellto Purchaser, and Purchaser desires to purchase from Seller, the exclusive right to own anduse the Debtors’ Donor Lists, as is where is, in exchange for the consideration describedherein (“Transaction”), and the Trustee desires to consent to the Transaction and obtainthe approval of the Bankruptcy Court therefore, subject to the terms and conditions setforth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy ofwhich are hereby acknowledged, and intending to be legally bound hereby subject to Bankruptcy Court approval, Seller and Purchaser hereby agree as follows:

EXHIBIT 1


6196-000\1517925.4 2

AGREEMENT

1. PURCHASE AND SALE.

1.1 Agreement to Purchase. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing (as defined herein), and Seller agrees to sell to Purchaser at the Closing, for the purchase price set forth in Section 1.2 below, the Donor Lists AS-IS WHERE-IS with the exclusive right to own and use. However, the purchase and sale will exclude donor information that in the sole discretion of the Purchaser is not usable, without an adjustment to the Purchase Price.

1.2 Purchase Price. The purchase price for the Donor Lists being sold pursuant to Section 1.1 above shall be Twelve Thousand Five Hundred Dollars ($12,500.00), or an amount as increased by a successful overbid to be paid by the Purchaser (provided Purchaser is the successful bidder) (“Purchase Price”). Purchaser shall deposit the full Purchase Price of Twelve Thousand Five Hundred Dollars ($12,500.00) with the Trustee within three (3) business days of the mutual execution and delivery of this Agreement (the date of such mutual execution and delivery is referred to herein as the “Execution Date”).

The Purchase Price shall be paid in immediately available funds in the form of a certified check or cashier’s check made out to “Thomas H. Casey, Chapter 7 Trustee” with reference to “In re State Department Watch Limited” on the check and forwarded to the below address with tracking:

The Law Office of Thomas H. Casey, Inc. Attn: Kathy Driggers 22342 Avenida Empresa, Ste 245 Rancho Santa Margarita, CA 92688

2. CLOSING; DELIVERIES AT THE CLOSING.

2.1 Closing. The closing of the purchase and sale of the Donor Lists as contemplated by this Agreement (referred to throughout this Agreement as the “Closing”) shall take electronically. The Closing shall be held within ten (10) business days after the Bankruptcy Court enters an order approving the sale of the Donor Lists unless otherwise approved by the Trustee (referred to throughout this Agreement as the “Closing Date”).

2.2 Deliveries at the Closing. Seller shall deliver a copy of the Sale Approval Order and executed Bill of Sale and Assignment evidencing the sale and assignment of Donor Lists to the Purchaser (collectively, the “Transfer Documents”). Upon Purchaser’s receipt of the Transfer Documents, the Purchaser shall present the Transfer Documents to Mr. Dan Arico at Arico System, Ltd., the database company for the Debtors, to export and transfer the "Usable" Donor Lists ("Usable," as defined by the Purchaser) and any ancillary documents to the Purchaser.

2.3 Closing Costs. All expenses incurred by Seller and Purchaser with respect to the consummation of the Transaction are to be borne and paid exclusively by the Party incurring same.

3. BANKRUPTCY COVENANTS.

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6196-000\1517925.4 3

3.1 Sale Subject to Overbid. To obtain the highest and best offer for the benefit of the creditors of the Estate, the sale of the Donor Lists shall be subject to the following bidding procedures (“Bidding Procedures”):

(a) The potential overbidders must bid an initial amount of at least Two Thousand Dollars ($2,000) over the purchase price offered by Purchaser for the Donor Lists. Minimum bid increments thereafter shall be One Thousand Dollars ($1,000).

(b) Overbids must be in writing and be received by the Trustee and Purchaser by no later than one (1) day prior to the hearing on the sale motion by the Trustee to the Bankruptcy Court for approval of the Agreement and sale of the Donor Lists (“Sale Motion”).

(c) Overbids must be accompanied by a deposit (“Overbidder Deposit”) in the form of certified funds in the amount of at least Ten Thousand Dollars ($10,000) payable to Trustee as follows: a certified check or cashier’s check made out to “Thomas H. Casey, Chapter 7 Trustee” with reference to “Overbid Deposit - In re State Department Watch Limited” on the check and forwarded to the below address with tracking:

The Law Office of Thomas H. Casey, Inc. Attn: Kathy Driggers 22342 Avenida Empresa, Ste 245 Rancho Santa Margarita, CA 92688

(d) The overbidder must also provide evidence of having sufficient specificallycommitted funds to complete the Transaction for the bid amount and such otherdocumentation relevant to the bidder’s ability to qualify as the purchaser of theDonor Lists and ability to close the sale and immediately and unconditionally paythe winning bid purchase price at Closing.

(e) The overbidder must seek to acquire the Donor Lists on terms and conditions notless favorable to the Estate than the terms and conditions to which the Purchaserhas agreed to purchase the Donor Lists, including but not limited to, waiver of anyand all due diligence and other contingencies such that all bidders shall becomenon-contingent as provided in this Agreement and closing on the sale of the DonorLists in the same time parameters as the Purchaser. For the purposes of bidding,all-cash consideration shall be favored by the Trustee.

(f) For the Purchaser, the Breakup Fee shall be taken into account in the biddingprocess, such that if the bid is Twenty Thousand Dollars ($20,000), the Purchasermay bid Nineteen Thousand Dollars ($19,000) cash plus the value of the BreakupFee (as defined in Section 4.2 herein) to match the Twenty Thousand Dollars($20,000) bid.

(g) If overbids are received, the final bidding round for the Donor Lists shall beheld at the hearing on the Sale Motion to allow all potential bidders theopportunity to overbid and purchase the Donor Lists. At the final bidding round to

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6196-000\1517925.4 4

be conducted before the Bankruptcy Court, the Trustee will seek entry of an order, inter alia, authorizing and approving the sale of the Donor Lists to the bidder who the Trustee, in the exercise of his business judgment, may determine to have made the highest and best offer to purchase the Donor Lists, consistent with the Bidding Procedures (“Successful Bidder”). The hearing on the Sale Motion may be adjourned or rescheduled without notice other than by an announcement of the adjourned date at the hearing on the Sale Motion. Seller shall provide the Purchaser with any and all notices regarding the hearing on Sale Motion, including any adjournments, rescheduling, or continuances that may be granted.

3.2 Entry of Sale Approval Order. No later than ten (10) business days after execution of this Agreement by the Parties hereto, Seller shall file a Sale Motion reasonably acceptable to Purchaser with the Bankruptcy Court seeking entry of an order in form and substance satisfactory to Purchaser which shall contain, without limitation, the following provisions (“Sale Approval Order”):

(a) approving the terms and conditions of this Agreement and the sale of the Donor Lists to Purchaser;

(b) finding that Seller holds good and marketable title to the Donor Lists;

(c) finding that the Purchase Price constitutes fair value for the Donor Lists;

(d) finding that notice of the Transaction contemplated hereby and of the terms of this Agreement was good and sufficient and was provided timely to all creditors and parties-in-interest, including, without limitation, any and all creditors holding liens or encumbrances on the Donor Lists;

(e) authorizing and directing Seller to consummate the Transaction contemplated by this Agreement and to comply in all respects with the terms of this Agreement;

(f) finding that the Transaction contemplated by this Agreement were negotiated at arm’s length, that Purchaser acted in good faith in all respects, and that Purchaser is entitled to the protections of Section 363(m) of the Bankruptcy Code;

(g) finding that the Bidding Procedures and sale process conducted by Seller and/or its agents were non-collusive, fair and reasonable and was conducted in good faith;

(h) approving the Breakup Fee which shall be paid to Purchaser in the event that the Bankruptcy Court enters an order approving an offer to purchase the Donor Lists submitted by a party other than Purchaser;

(i) approving a payment to Arico Systems, Ltd., and

(j) finding that the sale of the Donor Lists to Purchaser and the transfer of the Donor Lists to Purchaser shall be free of any sale, stamp or transfer taxes, or, to the extent any such taxes are payable.

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6196-000\1517925.4 5

3.3 Subject to Bankruptcy Court Approval. Seller shall use its best efforts to cause the Bankruptcy Court to enter the Sale Approval Order. THIS AGREEMENT IS EXPRESSLY CONTINGENT UPON THE SELLER OBTAINING BANKRUPTCY COURT APPROVAL OF THE SALE OF THE DONOR LISTS WITH A FINDING THAT PURCHASER IS IN GOOD FAITH PURSUANT TO BANKRUPTCY CODE SECTION 363(M). THE SELLER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO HIS ABILITY TO OBTAIN APPROVAL OF THE BANKRUPTCY COURT AND ENTRY OF A SALE APPROVAL ORDER, AND IN THE EVENT THAT THE SELLER IS UNABLE TO OBTAIN SAID APPROVAL AND SALE APPROVAL ORDER, PURCHASER AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, SUCCESSORS AND ASSIGNS SHALL HOLD SELLER AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, ATTORNEYS AND AGENTS HARMLESS FROM ANY AND ALL DAMAGES WHICH PURCHASER MAY ALLEGE IT HAS SUFFERED AS A RESULT THEREFROM.

4. TERMINATION.

4.1 Notice Required. The parties may terminate this Agreement as provided below:

(a) Purchaser and Seller may terminate this Agreement by mutual written consent at any time prior to the Closing;

(b) A Party may terminate this Agreement by giving written notice to other Party at any time prior to the Closing in the event the other Party is in breach of any representation, warranty, or covenant contained in this Agreement in any material respect or are otherwise unable to fulfill their conditions to the Closing; provided that, any such breach by the Party shall trigger an obligation by the non-breaching Party to provide prompt notice to the breaching Party of the alleged breach (to the extent that the non-breaching Party is aware thereof and to the extent that any such alleged breach is curable), including a detailed description of the facts and circumstances giving rise to such alleged breach, and the breaching Party shall have a period of fifteen (15) days following receipt of such notice to cure the alleged breach (but in any event to have been completed no later than the day preceding the Closing Date); or

(c) Either Party may terminate this Agreement by giving written notice to the other Party if the Closing shall not have occurred on or before October 30, 2020; or

(d) Purchaser or Sellers may terminate this Agreement if the Sale Approval Order has not been entered on or before October 30, 2020, or such order remains stayed on such date or has been modified or reversed on appeal.

4.2 Effect of Termination. If any Party terminates this Agreement pursuant to Section 4.1 above, then: (a) this Agreement shall be of no further force or effect and no Party shall have any liability to any other party hereunder; (b) nothing herein shall relieve any Party hereto from any liability resulting from any breach of this Agreement prior to such termination; (c) termination

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of this Agreement solely for the failure of Purchaser to meet the closing conditions set forth in this Agreement for any reason shall result in a forfeiture by Purchaser of Purchase Price; and (d) termination of this Agreement because the Bankruptcy Court enters an order approving an offer to purchase the Donor Lists submitted by a party other than Purchaser shall require that Seller pay to Purchaser an amount equal to One Thousand Dollars ($1,000.00) (“Breakup Fee”), no later than thirty (30) days after the closing of the sale of the Donor Lists to a third party. The Breakup Fee will be paid by wire transfer of immediately available funds or by a certified check to such account as shall have been designated by Purchaser, it being understood that such amount is intended to defray Purchaser’s transaction expenses in the event of such termination. Notwithstanding anything elsewhere provided in this Agreement, a termination of this Agreement for the Seller’s failure to satisfy any of the Conditions to the Obligations of Purchaser set forth in Section 7 hereof for any reason shall result in a return to Purchaser of Purchase Price and the termination of this Agreement without additional liability to either Party (and Seller shall not be obligated to pay to Purchaser the Breakup Fee).

5. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby represents and warrants to Purchaser that as of the date hereof and as of the Closing (except as otherwise specifically and expressly permitted under this Agreement, subject to the Bankruptcy Court approval of this Agreement and all other documents to be executed by Seller and delivered to Purchaser prior to or at the Closing, Seller has full power and authority to enter into this Agreement and when executed and delivered by Seller, will constitute valid and legally binding obligations of Estate, enforceable in accordance with their terms.

6. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. Purchaser hereby represents and warrants to Seller that:

6.1 Authorization. The undersigned for the Purchaser has full power and authority to enter into this Agreement and bind the Purchaser and has duly authorized, executed and delivered the same. This Agreement, when executed and delivered by Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms.

6.2 Waiver of Due Diligence. Purchaser is not relying on any representations and warranties of Seller (except as provided herein), whether oral or written, and hereby agrees to waive any due diligence review.

7. CONDITIONS TO THE OBLIGATIONS OF PURCHASER. The obligations of Purchaser to Seller under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived.

7.1 Representations and Warranties. The representations and warranties of Seller contained in Section 5 above, shall be true and correct on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing.

7.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed by Seller on or prior to the Closing shall have been performed or complied with in all material respects.

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7.3 Bankruptcy Court Approval. The entry of a Sale Approval Order by the Bankruptcy Court.

7.4 Delivery of Transfer Documents. Seller shall deliver the Transfer Documents as set forth in Section 2.2 of this Agreement.

8. CONDITIONS TO THE OBLIGATIONS OF SELLER. The obligations of Seller to Purchaser under this Agreement are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

8.1 Representations and Warranties. The representations and warranties of Purchaser contained in Section 6 above shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the Closing.

8.2 Performance. All covenants, agreements and conditions contained in this Agreement to be performed by Purchaser on or prior to the Closing shall have been performed or complied with in all material respects.

8.3 Bankruptcy Court Approval. The entry of a Sale Approval Order by the Bankruptcy Court.

8.4 Payment of Purchase Price. Purchaser shall deliver the Purchase Price in certified funds as set forth in Section 1.2 of this Agreement.

9. MISCELLANEOUS.

9.1 Survival of Warranties. Unless otherwise set forth in this Agreement, the warranties, representations and covenants of Seller and Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing.

9.2 Assignment; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. Except as herein provided, no Party may assign any of its rights, or delegate any of its duties or obligations (by operation of law or otherwise), under this Agreement without the prior written consent of the other Party, and any such purported assignment or delegation shall be void ab initio; provided, however, that Purchaser may assign to one or more affiliated entities all or any portion of its rights to purchase the Donor Lists under this Agreement, with the prior written consent of Seller, which the consent shall not be unreasonably withheld.

9.3 Bankruptcy Court Jurisdiction. The Donor Lists are under the jurisdiction of the Bankruptcy Court and considered to be an asset of Debtors’ Estate, and thus the resolution of any and all disputes between Seller and Purchaser concerning the Donor Lists shall be resolved by the United States Bankruptcy Court for the Central District of California, Santa Ana Division.

9.4 Governing Law. This Agreement is to be governed by and construed in accordance with federal bankruptcy law, to the extent applicable, and where state law is implicated,

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the laws of the State of California shall govern, without giving effect to principles of conflicts of law.

9.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9.6 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

9.7 Notices. All notices, demands and other communications (collectively, “Notices”) given or made pursuant to this Agreement shall be in writing and shall be deemed to have been duly given if sent by registered or certified mail, return receipt requested, postage and fees prepaid, by overnight service with a nationally recognized “next day” delivery company, by facsimile transmission, electronically delivered evidenced by a delivery confirmation, or otherwise actually delivered to the addresses set forth below for Purchaser and Seller. Any Notice shall be deemed duly given when received by the addressee thereof, provided that any Notice sent by registered or certified mail shall be deemed to have been duly given two (2) business days after the date of deposit in the United States mails, unless sooner received. Any of the parties to this Agreement may from time to time change its address for receiving Notices by giving written notice thereof in the manner set forth above.

If to Trustee/Seller, to: Thomas H. Casey The Law Offices of Thomas H. Casey, Inc. 22342 Avenida Empresa, Ste. 245 Rancho Santa Margarita, CA 92688 Phone: (949) 766-8787, ext. 102 Fax: (949) 766-9896 Email: [email protected] with a copy to [email protected] with a copy (which shall not constitute notice), to: Leonard M. Shulman, Esq. Shulman Bastian Friedman & Bui LLP 100 Spectrum Center Drive, Suite 600 Irvine, CA 92618 Phone: (949) 340-3400 Facsimile: (949) 340-3000 Email: [email protected] with a copy to [email protected] If to Purchaser, to: Eberle Associates, Inc. Attn: Michael Hiban 1420 Spring Hill Road Suite 490 McLean, VA 22102

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Phone: (703) 821-1550 Email: [email protected]

9.8 Finder’s Fee. Each Party represents that it neither is nor will be obligated for any

finder’s fee, broker’s commission, or similar type payment in connection with this transaction. Each Party agrees to indemnify and to hold the other Party harmless from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which such Party or any of its officers, employees, or representatives is responsible.

9.9 Fees and Expenses. Parties shall bear the entire cost of its own expenses and legal fees incurred on its behalf with respect to this Agreement and the transactions contemplated hereby and thereby.

9.10 Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of any of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

9.11 Amendments and Waivers. Any term of this Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Parties hereto.

9.12 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded, and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

9.13 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

9.14 Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the Parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the Parties hereto are expressly canceled.

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[SIGNATURE PAGE TO FOLLOW]

EXHIBIT 1


EACH PARTY HERETO HAS CAUSED its duly authorized representative to execute this MEMBERSHIP PURCHASE AGREEMENT as of the Effective Date.

SELLER

THOMAS H. CASEY

Chapter 7 Trustee

/"'"'I

By: 4 /1½,..,V' //

Name: Thomas H. Casey

Title: Chapter 7 Trustee for In ate

Department Watch Limited (Case No. 8:20-

bk-10437-SC), In re 1776 Nation, Inc (Case

No. 8:20-bk-10440-SC), and In re GI

America Foundation (Case No. 8:20-bk-

10439-SC).

PURCHASER

EBERLE ASSOCIATES, INC.

a Virginia corporation

By: ___________ _

Name: Michael Hiban

Title: President

11 6196-000\1517925.4

EXHIBIT 1


EXHIBIT 1


6196-000\1517925.4

EXHIBIT A Donor Lists

--- NOTHING FOLLOWS ---

List Name Estimated Number of Records in the List State Department Watch 215,457 The Tea Party 123,923Tea Party Campaign 82,215American Minuteman Project 69,370Tea Party Command 27,151Tea Party Guard 15,319GI America 15,411Keep and Bear Arms 9,848

EXHIBIT 1


PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is 100 Spectrum Center Drive, Suite 600, Irvine, CA 92618. A true and correct copy of the foregoing document entitled (specify): NOTICE OF SALE OF ESTATE will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) August 20, 2020, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

CHAPTER 7 TRUSTEE: Thomas H Casey (TR) [email protected], [email protected] SPECIAL COUNSEL FOR THE CHAPTER 7 TRUSTEE AND DEBTORS: Jai H Kim [email protected], [email protected] SPECIAL COUNSEL FOR THE CHAPTER 7 TRUSTEE AND DEBTORS: Leonard M Shulman [email protected] INTERESTED PARTIES: United States Trustee (SA) [email protected]

Service information continued on attached page.

2. SERVED BY UNITED STATES MAIL: On (date) August 20, 2020, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed.

Judge’s Copy Honorable Scott C. Clarkson United States Bankruptcy Court 411 W. Fourth Street, Suite 5130 Santa Ana, CA 92701

Interested Party United States Trustee Office of the United States Trustee 411 W. Fourth Street, Suite 7160 Santa Ana, CA 92701

Proposed Buyer Eberle Associates, Inc. Attn: Michael Hiban 1420 Spring Hill Road Suite 490 McLean, VA 22102


3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) , I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed.


I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

August 20, 2020 Anne Marie Vernon /s/ Anne Marie Vernon Date Printed Name Signature


U.S. MAIL SERVICE LIST

DEBTOR: STATE DEPARTMENT WATCH LIMITED 4533 MACARTHUR BLVD #238 NEWPORT BEACH, CA 92660-2059

DEBTOR: 1776 NATION, INC. 4533 MACARTHUR BLVD #238 NEWPORT BEACH, CA 92660-2059

DEBTOR: GI AMERICA FOUNDATION 4533 MACARTHUR BLVD #238 NEWPORT BEACH, CA 92660-2059

COMBINED MAILING LIST: ACTION MAILING & PRINTING ATTN PRESIDENT OR MGR AGENT 3165 W HEARTLAND DRIVE LIBERTY, MO 64068-3386

COMBINED MAILING LIST: AMH PRINT GROUP LLC ATTN PRESIDENT OR MGR AGENT 7286 HANOVER GREEN DRIVE MECHANICSVILLE, VA 23111-1710

COMBINED MAILING LIST: ARICO SYSTEMS LTD ATTN PRESIDENT OR MGR AGENT 165 PINECREST STREET FRONT ROYAL, VA 22630-3837

COMBINED MAILING LIST: CORPORATE MAILING SERVICES ATTN PRESIDENT OR MGR AGENT PO BOX 24255 BALTIMORE, MD 21227-0755

COMBINED MAILING LIST: CORPORATE PRESS INC ATTN PRESIDENT OR MGR AGENT 800 COMMERCE DRIVE UPPER MARLBORO, MD 20774-8792

COMBINED MAILING LIST: CPDIRECT ATTN PRESIDENT OR MGR AGENT 4600A BOSTON WAY LANHAM, MD 20706-4858

COMBINED MAILING LIST: DIRECT MAIL PROCESSORS ATTN PRESIDENT OR MGR AGENT 1150 CONRAD COURT HAGERSTOWN, MD 21740-5905

COMBINED MAILING LIST: DIRECT MAIL PROCESSORS, INC. ATTN PRESIDENT OR MGR AGENT 1150 CONRAD COURT HAGERSTOWN, MD 21740-5905

COMBINED MAILING LIST: EMPLOYMENT DEVELOPMENT DEPARTMENT BANKRUPTCY GROUP MIC 92E PO BOX 826880 SACRAMENTO, CA 94280-0001

COMBINED MAILING LIST: FOREMOST ATTN PRESIDENT OR MGR AGENT 3002 N APOLLO DRIVE SUITE 6 CHAMPAIGN, IL 61822-9662

COMBINED MAILING LIST: FRANCHISE TAX BOARD BANKRUPTCY SECTION MS: A-340 P.O. BOX 2952 SACRAMENTO, CA 95812-2952

COMBINED MAILING LIST: INTEGRAM ATTN PRESIDENT OR MGR AGENT 22695 COMMERCE CENTER CT DULLES, VA 20166-2037

COMBINED MAILING LIST: INTERNAL REVENUE SERVICE PO BOX 7346 PHILADELPHIA, PA 19101-7346

COMBINED MAILING LIST: J & A PRINTING ATTN PRESIDENT OR MGR AGENT 1155 SHERMAN RD HIAWATHA, IA 52233-1240

COMBINED MAILING LIST: J & A PRINTING ATTN PRESIDENT OR MGR AGENT PO BOX 457 HIAWATHA, IA 52233-0457

COMBINED MAILING LIST: MCDANNALD MARKETING, INC. ATTN PRESIDENT OR MGR AGENT 13156 PIEDMONT VISTA DR #100 HAYMARKET, VA 20169-2642

COMBINED MAILING LIST: MDI IMAGING AND MAIL ATTN PRESIDENT OR MGR AGENT 21955 CASCADES PARKWAY DULLES, VA 20166-9211

COMBINED MAILING LIST: MSP ATTN PRESIDENT OR MGR AGENT 155 COMMERCE DRIVE FREEDOM, PA 15042-9202

COMBINED MAILING LIST: NMG CORPORATION ATTN PRESIDENT OR MGR AGENT 901 TYRENS ROAD UNIT 2 ASTON, PA 19014-1522

COMBINED MAILING LIST: OMEGA LIST COMPANY ATTN PRESIDENT OR MGR AGENT 1420 SPRING HILL ROAD SUITE 490 MCLEAN, VA 22102-3028

COMBINED MAILING LIST: PRINT MAIL COMUNICATIONS ATTN PRESIDENT OR MGR AGENT 4333 DAVENPORT RD FREDERICKSBURG, VA 22408-8716


COMBINED MAILING LIST: RIDING TRAIL LLC ATTN PRESIDENT OR MGR AGENT 315 RIDING TRAIL COURT LEESBURG, VA 20176-2054

COMBINED MAILING LIST: SECURITIES EXCHANGE COMMISSION ATTN: BANKRUTPCY COUNSEL 444 SOUTH FLOWER STREET, SUITE 900 LOS ANGELES, CA 90071-2934

COMBINED MAILING LIST: SMS DIRECT ATTN PRESIDENT OR MGR AGENT 7540 MASON KING COURT MANASSAS, VA 20109-2441

COMBINED MAILING LIST: SOUTHWEST PUBLISHING & MAILING CORPORATION ATTN PRESIDENT OR MGR AGENT 4000 SE ADAMS STREET TOPEKA, KS 66609-1466

COMBINED MAILING LIST: STATE BOARD OF EQUALIZATION ACCOUNT INFORMATION GROUP MIC: 29 PO BOX 942879 SACRAMENTO, CA 94279-0029

COMBINED MAILING LIST: STATE BOARD OF EQUALIZATION SPECIAL OPERATIONS BANKRUPTCY TEAM MIC: 29 PO BOX 942879 SACRAMENTO, CA 94279-0074

COMBINED MAILING LIST: UNITED STATES ATTORNEY'S OFFICE FEDERAL BUILDING, ROOM 7516 300 NORTH LOS ANGELES STREET LOS ANGELES, CA 90012-3336

COMBINED MAILING LIST: UNITED STATES DEPARTMENT OF JUSTICE BEN FRANKLIN STATION PO BOX 683 WASHINGTON, DC 20044-0683

COMBINED MAILING LIST: WILLIAM J MCCARTHY & ASSOCIATES ATTN PRESIDENT OR MGR AGENT 1006 CAMERON ST ALEXANDRIA, VA 22314-2427

RETURNED MAIL

SANTA ANA DIVISION 411 WEST FOURTH STREET, SUITE 2030, SANTA ANA, CA 92701-4500


Case 8:20-bk-10437-SC Doc 31 Filed 08/20/20 Entered 08/20/20 … · 2020. 8. 20. · NOTICE Case...

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Transcript of Case 8:20-bk-10437-SC Doc 31 Filed 08/20/20 Entered 08/20/20 … · 2020. 8. 20. · NOTICE Case...